Bakkt Holdings Inc SEC Filings

Bakkt Holdings, Inc. (BKKT) reported that it issued a press release covering results for the quarter ended September 30, 2025. The company furnished this update in a current report on Form 8-K under Item 2.02, with the full press release attached as Exhibit 99.1 and incorporated by reference.

The company states that the Item 2.02 information, including Exhibit 99.1, is being furnished, not filed, and is therefore not subject to Section 18 of the Exchange Act, nor incorporated into other filings unless specifically referenced.

Bakkt Holdings, Inc. reported third‑quarter results marked by higher trading activity and continued losses. Crypto services revenue reached $402.2 million for the quarter, up from $316.3 million a year ago, driven almost entirely by transaction revenue. Operating expenses were $427.5 million, leading to an operating loss from continuing operations of $25.3 million.

Non‑operating items were volatile: a $37.2 million loss from changes in warrant liability fair value was partly offset by $40.9 million of other income. Net loss attributable to Bakkt was $14.9 million for the quarter; nine‑month revenue was $2.04 billion with a net loss attributable of $21.9 million. Cash and cash equivalents were $58.3 million as of September 30, 2025; total stockholders’ equity was $114.4 million.

Bakkt closed the sale of its Loyalty Business on October 1, 2025 and recorded discontinued operations loss of $1.6 million in Q3. Liquidity was bolstered by a July offering of common stock and pre‑funded warrants that raised $75.0 million gross, a $25.0 million convertible debenture (with $17.5 million converted to shares and the remainder redeemed), and a common stock issuance. Class A shares outstanding were 16,466,495 as of September 30, 2025 and 24,038,434 as of November 6, 2025.

Bakkt Holdings (BKKT): Akshay Sudhir Naheta filed a Schedule 13D reporting beneficial ownership of 1,592,015 shares (6.3%) of Class A Common Stock. This includes 249,733 shares and options to acquire 1,342,282 shares. Shares outstanding were 25,380,716, comprised of 24,038,434 outstanding as of November 5, 2025 and 1,342,282 issuable upon his options.

The filing details a November 3, 2025 reorganization making Bakkt Holdings, Inc. the parent of Old Bakkt and OpCo, and an issuance of 69,733 shares to Naheta under a Tax Receivable Agreement amendment and contribution arrangement, relying on Section 4(a)(2). Naheta holds a stock option award for 1,342,282 shares at $10.00 with mandatory quarterly exercises of 33,557 for eight quarters and additional optional tranches, subject to specified vesting, funding and lock-up terms. He also disclosed open market purchases of 180,000 shares.

A Cooperation Agreement with DTR provides Bakkt a Call Option and gives Naheta a Put Option upon a $2 billion payment-volume threshold, with consideration targeted at 19.9%–31.5% of Bakkt’s common equity, subject to adjustments and approvals.

Bakkt Holdings, Inc. filed an 8-K/A to correct an inadvertent submission error and replace the Executive Officers table in Item 5.02. Other parts of the original report remain unchanged.

The updated officers are: Akshay Naheta, Chief Executive Officer; Karen Alexander, Chief Financial Officer; Nicholas Baes, Chief Operating Officer; and Marc D’Annunzio, General Counsel and Secretary.

Intercontinental Exchange, Inc. and Intercontinental Exchange Holdings, Inc. filed Amendment No. 10 to their Schedule 13D for Bakkt Holdings, Inc. The filing reports beneficial ownership of 8,380,362 shares of New Class A Common Stock, representing 33.6% of the class based on 24,038,434 shares outstanding as of November 3, 2025.

The reported amount includes 461,360 Replacement Warrant Shares and 465,890 shares of Series A Non-Voting Convertible Preferred Stock. The preferred shares are convertible 1:1 into New Class A Common Stock upon expiration or termination of the HSR waiting period; they do not have voting rights before conversion, and the warrant shares do not have voting power unless exercised. The filing also notes the consummation of the Up‑C Collapse on November 3, 2025, resulting in a single class of common stock. In connection with the Tax Receivable Agreement and Contribution Agreement, the issuer issued 465,890 preferred shares at $39.34, offsetting $18,328,117 otherwise payable to ICEH.

Bakkt Holdings, Inc. (BKKT) filed a Form 4 reporting changes in Intercontinental Exchange Holdings, Inc.’s indirect holdings tied to a corporate reorganization. Following the transactions on 11/03/2025, ICEH beneficially owned 7,453,112 shares of Class A Common Stock indirectly.

Activity included the acquisition of 649,934 Class A shares and the exchange of 6,803,178 OpCo units into Class A shares on a one-for-one basis, eliminating Class V shares. ICEH also received 465,890 shares of Series A Non‑Voting Convertible Preferred Stock, which convert to Class A upon specified HSR events. Previously acquired Class 1 and Class 2 warrants were exchanged for equivalent Issuer warrants, each covering 230,680 shares at $25.5, immediately exercisable and expiring on 09/04/2029.

Bakkt Holdings (BKKT) insider Marc D’Annunzio, General Counsel & Secretary, reported insider transactions. On November 3, 2025, he acquired 48,188 shares of Class A Common Stock (code M) following a corporate reorganization that exchanged OpCo incentive units and paired Class V stock for Class A shares. Following these transactions, he beneficially owns 117,436 Class A shares.

The filing notes that this total includes 50,229 shares subject to restricted and performance stock unit awards that remain subject to vesting. Separately, on October 31, 2025, he was granted stock options for 134,228 shares at an exercise price of $10 per share, contingent on prior shareholder approval. The options feature quarterly exercisability and a committed-exercise structure with limited exercise windows and potential forfeiture if not exercised as scheduled.

Bakkt Holdings (BKKT) reported an insider equity award by its Chief Operating Officer. On October 31, 2025, the officer reported receiving stock options for 53,691 shares of Class A Common Stock at an exercise price of $10 per share, contingent on shareholder approval obtained the same day. The options vest in eight quarterly tranches, with a required quarterly “committed” exercise and a one-year window for optional portions; early exercises are subject to a lock-up until the originally scheduled date.

Following the transaction, the officer beneficially owned 105,472 shares, which includes 96,143 RSUs that remain subject to vesting.

Bakkt Holdings (BKKT): Form 4 insider update. Chief Financial Officer Karen Alexander reported an equity award effective 10/31/2025. She acquired stock options covering 26,846 shares of Class A common stock at an exercise price of $10 per share and now holds 69,285 Class A shares directly.

The holding includes 50,229 shares subject to RSUs and performance stock units that remain subject to vesting. The options were granted on 07/29/2025, contingent on shareholder approval obtained on 10/31/2025, and are structured in eight quarterly tranches with a required “Committed Options” exercise each quarter, optional portions open for one year, and a lock-up for any early exercises until the originally scheduled date.